Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This Agreement made and
entered into this        day of                 
        , (the “Agreement”), by and
between Watts Water Technologies, Inc., a Delaware corporation (the “Company,”
which term shall include, where appropriate, any Entity (as hereinafter
defined) controlled directly or indirectly by the Company) and                         
(the “Indemnitee”):


 


WHEREAS, it is essential
to the Company that it be able to retain and attract as directors and officers
the most capable persons available;


 


WHEREAS, increased
corporate litigation has subjected directors and officers to litigation risks
and expenses, and the limitations on the availability of directors and officers
liability insurance have made it increasingly difficult for the Company to
attract and retain such persons;


 


WHEREAS, the Company’s
Certificate of Incorporation and By-laws (the “Certificate of Incorporation”
and “By-laws,” respectively) require it to indemnify its  directors and officers to the fullest
extent permitted by law and permit it to make other indemnification
arrangements and agreements;


 


WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee’s rights to full indemnification against
litigation risks and expenses (regardless, among other things, of any amendment
to or revocation of the Certificate of Incorporation or By-laws or any change
in the ownership of the Company or the composition of its Board of Directors);


 


WHEREAS, the Company
intends that this Agreement provide Indemnitee with greater protection than
that which is provided by the Company’s Certificate of Incorporation and
By-laws; and


 


WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in
continuing as  a director or
officer of the Company.


 


NOW, THEREFORE, in
consideration of the promises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:


 


1.                                     Definitions.


 


(a)                                  “Corporate
Status” describes the status of a person who is serving or has served (i) as
a director or officer of the Company,  (ii) in
any capacity with respect to any employee benefit plan of the Company, or (iii) as
a director, partner, trustee, officer, employee, or agent of any other Entity
at the request of the Company.  For
purposes of subsection (iii) of this Section 1(a), if Indemnitee  is serving or has served as a director,
partner, trustee, officer, employee or agent of a


 

















 


Subsidiary, Indemnitee shall be deemed to be serving
at the request of the Company.


 


(b)                                 “Entity”
shall mean any corporation, partnership, limited liability
company, joint venture, trust, foundation, association, organization or
other legal entity.


 


(c)                                  “Expenses”
shall mean all fees, costs and expenses incurred by Indemnitee in connection
with any Proceeding (as defined below), including, without limitation,
attorneys’ fees, disbursements and retainers (including, without limitation,
any such fees, disbursements and retainers incurred by Indemnitee pursuant to
Sections 10 and 11(c) of this Agreement), fees and disbursements of
expert witnesses, private investigators and professional advisors (including,
without limitation, accountants and investment bankers), court costs,
transcript costs, fees of experts, travel expenses, duplicating, printing and
binding costs, telephone and fax transmission charges, postage, delivery
services, secretarial services, and other disbursements and expenses.


 


(d)                                 “Indemnifiable
Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have
the meanings ascribed to those terms in Section 3(a) below.


 


(e)                                  “Liabilities”
shall mean judgments, damages, liabilities, losses, penalties, excise taxes,
fines and amounts paid in settlement.


 


(f)                                    “Proceeding”
shall mean any threatened, pending or completed claim, action, suit,
arbitration, alternate dispute resolution process, investigation,
administrative hearing, appeal, or any other proceeding, whether civil,
criminal, administrative, arbitrative or investigative, whether formal or
informal, including a proceeding initiated by Indemnitee pursuant to Section 10
of this Agreement to enforce Indemnitee’s rights hereunder.


 


(g)                                 “Subsidiary”
shall mean any corporation, partnership, limited liability company, joint
venture, trust or other Entity of which the Company owns (either directly or
through or together with another Subsidiary of the Company) either (i) a
general partner, managing member or other similar interest or (ii) (A) 50%
or more of the voting power of the voting capital equity interests of such
corporation, partnership, limited liability company, joint venture or other
Entity, or (B) 50% or more of the outstanding voting capital stock or
other voting equity interests of such corporation, partnership, limited
liability company, joint venture or other Entity.


 

















 


2.                                     Services
of Indemnitee.  In consideration of
the Company’s covenants and commitments hereunder, Indemnitee agrees to serve
or continue to serve as a director and/or officer of the Company.  However, this Agreement shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company beyond any period otherwise required by law or by other agreements or
commitments of the parties, if any.


 


3.                                     Agreement
to Indemnify.  The Company agrees to
indemnify Indemnitee as follows:


 


(a)                                  Proceedings
Other Than By or In the Right of the Company.  Subject to the exceptions contained in Section 4(a) below,
if Indemnitee was or is a party or is threatened to be made a party to any
Proceeding (other than an action by or in the right of the Company) by reason
of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the
Company against all Expenses and Liabilities incurred or paid by Indemnitee in
connection with such Proceeding (referred to herein as “Indemnifiable Expenses”
and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable
Amounts”).


 


(b)                                 Proceedings
By or In the Right of the Company. 
Subject to the exceptions contained in Section 4(b) below, if
Indemnitee was or is a party or is threatened to be made a party to any
Proceeding by or in the right of the Company by reason of Indemnitee’s
Corporate Status, Indemnitee shall be indemnified by the Company against all
Indemnifiable Expenses.


 


(c)                                  Conclusive
Presumption Regarding Standard of Care. 
In making any determination required to be made under Delaware law with
respect to entitlement to indemnification hereunder, the person, persons or
entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee submitted a request therefor
in accordance with Section 5 of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption.


 


4.                                     Exceptions
to Indemnification.  Indemnitee shall
be entitled to indemnification under Sections 3(a) and 3(b) above
in all circumstances other than with respect to any specific claim, issue or
matter involved in the Proceeding out of which Indemnitee’s claim for
indemnification has arisen, as follows:


 


(a)                                  Proceedings
Other Than By or In the Right of the Company.  If indemnification is requested under Section 3(a) and
it has been finally adjudicated by a court of competent jurisdiction that, in
connection with such specific claim, issue or matter, Indemnitee failed to act (i) in
good faith and (ii) in a manner 


 

















 


Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company, or, with respect to any criminal
Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s
conduct was unlawful, Indemnitee shall not be entitled
to payment of Indemnifiable Amounts hereunder.


 


(b)                                 Proceedings
By or In the Right of the Company. 
If indemnification is requested under Section 3(b) and


 


(i) it has been
finally adjudicated by a court of competent jurisdiction that, in connection
with such specific claim, issue or matter, Indemnitee failed to act (A) in
good faith and (B) in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, Indemnitee shall not be
entitled to payment of Indemnifiable Expenses hereunder; or


 


(ii) it has been
finally adjudicated by a court of competent jurisdiction that Indemnitee is
liable to the Company with respect to such specific claim, Indemnitee shall not
be entitled to payment of Indemnifiable Expenses hereunder with respect to such
claim, issue or matter unless the Court of Chancery or another court in which
such Proceeding was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification for such
Indemnifiable Expenses which such court shall deem proper; or


 


(iii) it has been
finally adjudicated by a court of competent jurisdiction that Indemnitee is
liable to the Company for an accounting of profits made from the purchase or
sale by the Indemnitee of securities of the Company pursuant to the provisions
of Section 16(b) of the Securities Exchange Act of 1934, the rules and
regulations promulgated thereunder and amendments thereto or similar provisions
of any federal, state or local statutory law, Indemnitee shall not be entitled
to payment of Indemnifiable Expenses hereunder.


 


(c)                                  Insurance
Proceeds.  To the extent payment is
actually made to the Indemnitee under a valid and collectible insurance policy
in respect of Indemnifiable Amounts in connection with such specific claim,
issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable
Amounts hereunder except in respect of any excess beyond the amount of payment
under such insurance.


 

















 


5.                                      Procedure
for Payment of Indemnifiable Amounts. 
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Amounts for which Indemnitee seeks payment under Section 3
of this Agreement and the basis for the claim. 
The Company shall pay such Indemnifiable Amounts to Indemnitee within
sixty (60) calendar days of receipt of the request.  At the request of the Company, Indemnitee
shall furnish such documentation and information as are reasonably available to
Indemnitee and necessary to establish that Indemnitee is entitled to
indemnification hereunder.


 


6.                                      Indemnification
for Expenses of a Party Who is Wholly or Partly
Successful.  Notwithstanding any other
provision of this Agreement, and without limiting any such provision, to the
extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party
to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee
shall be indemnified against all Expenses reasonably incurred by Indemnitee or
on Indemnitee’s behalf in connection therewith. 
If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with each successfully resolved claim, issue
or matter.  For purposes of this
Agreement, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, by reason of settlement, judgment,
order or otherwise, shall be deemed to be a successful result as to such claim,
issue or matter.


 


7.                                      Effect
of Certain Resolutions.  Neither the settlement or termination of any Proceeding nor
the failure of the Company to award indemnification or to determine that
indemnification is payable shall create a presumption that Indemnitee is not
entitled to indemnification hereunder. 
In addition, the termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not create a presumption that Indemnitee did not act in good faith and in
a manner which Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company or, with respect to any criminal Proceeding, had
reasonable cause to believe that Indemnitee’s action was unlawful.


 


8.                                      Agreement
to Advance Expenses; Undertaking. 
The Company shall advance all Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding, including a Proceeding by or in
the right of the Company, in which Indemnitee is involved by reason of such
Indemnitee’s Corporate Status within ten (10) calendar days after the
receipt by the Company of a written statement from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  To the
extent required by Delaware law, Indemnitee hereby undertakes to repay any and
all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally
determined by a court of competent jurisdiction that Indemnitee is not entitled
under this Agreement to indemnification with respect to such Expenses.  This undertaking is an unlimited general
obligation of Indemnitee.


 


9.                                      Procedure
for Advance Payment of Expenses. 
Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Expenses for which Indemnitee seeks an
advancement under Section 8 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses.  Payment of Indemnifiable
Expenses 


 

















 


under Section 8 shall be
made no later than ten (10) calendar days after the Company’s receipt of
such request.


 


10.                              Remedies
of Indemnitee.


 


(a)                                  Right
to Petition Court.  In the event that
Indemnitee makes a request for payment of Indemnifiable Amounts under Sections
3 and 5 above or a request for an advancement of Indemnifiable Expenses
under Sections 8 and 9 above and the Company fails to make such payment or
advancement in a timely manner pursuant to the terms of this Agreement,
Indemnitee may petition the Court of Chancery to enforce the Company’s
obligations under this Agreement.


 


(b)                                 Burden
of Proof.  In any judicial proceeding
brought under Section 10(a) above, the Company shall have the burden
of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts
hereunder.


 


(c)                                  Expenses.  The Company agrees to reimburse Indemnitee in
full for any Expenses incurred by Indemnitee in connection with investigating,
preparing for, litigating, defending or settling any action brought by
Indemnitee under Section 10(a) above, or in connection with any claim
or counterclaim brought by the Company in connection therewith, whether or not
Indemnitee is successful in whole or in part in connection with any such
action.


 


(d)                                 Failure
to Act Not a Defense.  The failure of
the Company (including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to make a determination concerning
the permissibility of the payment of Indemnifiable Amounts or the advancement
of Indemnifiable Expenses under this Agreement shall not be a defense in any
action brought under Section 10(a) above, and shall not create a
presumption that such payment or advancement is not permissible.


 


11.                              Defense
of the Underlying Proceeding.


 


(a)                                  Notice
by Indemnitee.  Indemnitee agrees to
notify the Company promptly upon being served with any summons, citation,
subpoena, complaint, indictment, information, or other document relating to any
Proceeding which may result in the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses hereunder; provided, however, that the
failure to give any such notice shall not disqualify Indemnitee from the right,
or otherwise affect in any manner any right of Indemnitee, to receive payments
of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the
Company’s ability to defend in such Proceeding is materially and adversely
prejudiced thereby.


 

















 


(b)                                 Defense
by Company.  Subject to the
provisions of the last sentence of this Section 11(b) and of Section 11(c) below,
the Company shall have the right to defend Indemnitee in any Proceeding which
may give rise to the payment of Indemnifiable Amounts hereunder; provided,
however that the Company shall notify Indemnitee of any such decision to defend
within ten (10) calendar days of receipt of notice of any such Proceeding
under Section 11(a) above.  The
Company shall not, without the prior written consent of Indemnitee, consent to
the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee or (ii) does
not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in
form and substance reasonably satisfactory to Indemnitee.  This Section 11(b) shall not apply
to a Proceeding brought by Indemnitee under Section 10(a) above or
pursuant to Section 19 below.


 


(c)                                  Indemnitee’s
Right to Counsel.  Notwithstanding
the provisions of Section 11(b) above, if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee
reasonably concludes that he or she may have separate defenses or counterclaims
to assert with respect to any issue which may not be consistent with the
position of other defendants in such Proceeding, (ii) a conflict of
interest or potential conflict of interest exists between Indemnitee and the
Company, or (iii) if the Company fails to assume the defense of such
proceeding in a timely manner, Indemnitee shall be entitled to be represented
by separate legal counsel of Indemnitee’s choice at the expense of the
Company.  In addition, if the Company
fails to comply with any of its obligations under this Agreement or in the
event that the Company or any other person takes any action to declare this
Agreement void or unenforceable, or institutes any action, suit or proceeding
to deny or to recover from Indemnitee the benefits intended to be provided to
Indemnitee hereunder, Indemnitee shall have the right to retain counsel of
Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in
connection with any such matter.


 


12.                              Representations
and Warranties of the Company.  The
Company hereby represents and warrants to Indemnitee as follows:


 


(a)                                  Authority.  The Company has all necessary power and
authority to enter into, and be bound by the terms of, this Agreement, and the
execution, delivery and performance of the undertakings contemplated by this
Agreement have been duly authorized by the Company.


 


(b)                                 Enforceability.  This Agreement, when executed and delivered
by the Company in accordance with the provisions hereof, shall be a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the enforcement of creditors’ rights generally.


 

















 


13.                               Insurance.  For a period of six (6) years following
the date on which Indemnitee no longer serves as a director, officer or
employee of the Company or any Subsidiary, and for such longer period, if any,
for which Indemnitee may be subject to a Proceeding by reason of Indemnitee’s
Corporate Status, the Company (i) shall maintain a policy or policies of
insurance with one or more reputable insurance companies providing the
Indemnitee with coverage in an amount not less than, and of a type and scope
not materially less favorable to Indemnitee than, the directors’ and officers’
liability insurance coverage presently maintained by the Company, (ii) shall
pay on a timely basis all premiums on such insurance and (iii) shall
provide such notices and renewals in a complete and timely manner and take such
other actions as may be required in order to keep such insurance in full force
and effect.  In all policies of director
and officer liability insurance, Indemnitee shall be named as an insured in
such a manner as to provide Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’s officers and directors.


 


14.                               Contract
Rights Not Exclusive.  The rights to
payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses
provided by this Agreement shall be in addition to, but not exclusive of, any
other rights which Indemnitee may have at any time under applicable law, the
Company’s Certificate of Incorporation or By-laws, or any other agreement, vote
of stockholders or directors (or a committee of directors), or otherwise, both
as to action in Indemnitee’s official capacity and as to action in any other
capacity as a result of Indemnitee’s serving as a  director or officer of the Company.


 


15.                               Successors.  This Agreement shall be (a) binding upon
all successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of
Indemnitee.  In the event that the
Company or any of its successors or assigns (i) consolidates with or merges
into any other person or entity and shall not be the continuing or surviving
corporation or entity of such consolidation or merger or (ii) transfers or
conveys all or substantially all of its properties and assets to any person or
entity, then, and in each such case, proper provision shall be made so that the
successors and assigns of the Company assume the obligations of the Company
under this Agreement.  This Agreement
shall continue for the benefit of Indemnitee and such heirs, personal
representatives, executors and administrators after Indemnitee has ceased to
have Corporate Status.


 


16.                               Subrogation.  In the event of any payment of Indemnifiable
Amounts under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of contribution or recovery of Indemnitee
against other persons, and Indemnitee shall take, at the request of the
Company, all reasonable action necessary to secure such rights, including the
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


17.                               Change
in Law.  To the extent that a change
in Delaware law (whether by statute or judicial decision) shall permit broader
indemnification or advancement of expenses  than is 


 

















 


provided under the terms of the
By-laws and this Agreement, Indemnitee shall be entitled to such broader
indemnification and advancements, and this Agreement shall be deemed to be
amended to such extent.


 


18.                               Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement, or any clause
thereof, shall be determined by a court of competent jurisdiction to be
illegal, invalid or unenforceable, in whole or in part, such provision or
clause shall be limited or modified in its application to the minimum extent
necessary to make such provision or clause valid, legal and enforceable, and
the remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.


 


19.                               Indemnitee
as Plaintiff.  Except as provided in Section 10(c) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
which it controls, any director or officer thereof, or any third party, unless
the Board of Directors of the Company has consented to the initiation of such
Proceeding.  This Section shall not
apply to counterclaims or affirmative defenses asserted by Indemnitee in an
action brought against Indemnitee.


 


20.                               Modifications
and Waiver.  Except as provided in Section 17
above with respect to changes in Delaware law which broaden the right of
Indemnitee to be indemnified by the Company, no supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by each
of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions of this Agreement (whether or not similar), nor
shall such waiver constitute a continuing waiver.


 


21.                               General
Notices.  All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given (a) when delivered by hand, (b) when
transmitted by facsimile and receipt is acknowledged, or (c) if mailed by
certified or registered mail with postage prepaid, on the third business day after
the date on which it is so mailed:


 

















 


(i)                                    If
to Indemnitee, to:


 


                                                


                                                


                                                


                                                


 


(ii)                                 If
to the Company, to:


 


Watts Water Technologies, Inc.


815 Chestnut Street


North Andover, MA 01845


Facsimile: (978) 688-2976


Attention:


 


or
to such other address as may have been furnished in the same manner by any
party to the others.


 


22.                             Governing
Law; Consent to Jurisdiction; Service of Process.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to its rules of conflict of laws. 
Each of the Company and the Indemnitee hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware and the courts of the United States of
America located in the State of Delaware (the “Delaware Courts”) for any
litigation arising out of or relating to this Agreement and the transactions
contemplated hereby (and agrees not to commence any litigation relating thereto
except in such courts), waives any objection to the laying of venue of any such
litigation in the Delaware Courts and agrees not to plead or claim in any
Delaware Court that such litigation brought therein has been brought in an
inconvenient forum.  Each of the parties
hereto agrees, (a) to the extent such party is not otherwise subject to
service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such party’s agent for acceptance of legal process,
and (b) that service of process may also be made on such party by prepaid
certified mail with a proof of mailing receipt validated by the United States
Postal Service constituting evidence of valid service.  Service made pursuant to (a) or (b) above
shall have the same legal force and effect as if served upon such party
personally within the State of Delaware. 
For purposes of implementing the parties’ agreement to appoint and
maintain an agent for service of process in the State of Delaware, each such
party does hereby appoint The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, as such agent and each such
party hereby agrees to complete all actions necessary for such appointment.


 


23.                             [Prior
Agreement.  This Agreement supersedes
and replaces in its entirety the Indemnification Agreement between the
Indemnitee and the Company dated as of               ,       .]


 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


 


	
   

  	
  WATTS WATER
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 

















 


Schedule of Omitted Information


 


	
  Name of Indemnitee

  	
   

  	
  Date of Agreement

  	
   

  	
  Date of Prior

  Agreement

  (Section 23)

  	
   

  	
  Person Signing on

  behalf of the Company

  
	
  Roger A. Young

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Daniel J.
  Murphy, III

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Gordon W. Moran

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Kenneth J.
  McAvoy

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  John K.
  McGillicuddy

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Timothy P. Horne

  	
   

  	
  February 10,
  2004

  	
   

  	
  August 7,
  2002

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Patrick S.
  O’Keefe

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  William C.
  McCartney

  Chief Financial Officer

  
	
  William J.
  Merchant

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Lester J. Taufen

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S. O’Keefe

  Chief Executive Officer

  
	
  Kenneth R.
  Lepage

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  William C.
  McCartney

  	
   

  	
  February 10,
  2004

  	
   

  	
  November 5,
  2003

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Timothy MacPhee

  	
   

  	
  February 10,
  2004

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Ralph E.
  Jackson, Jr.

  	
   

  	
  June 23,
  2004

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  William D.
  Martino

  	
   

  	
  October 31,
  2005

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Gregory J.
  Michaud

  	
   

  	
  August 1,
  2006

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Robert L. Ayers

  	
   

  	
  October 30,
  2006

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  Richard J.
  Cathcart

  	
   

  	
  October 29,
  2007

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer

  
	
  David J. Coghlan

  	
   

  	
  June 16,
  2008

  	
   

  	
  Not Applicable

  	
   

  	
  Patrick S.
  O’Keefe

  Chief Executive Officer